Exhibit 5
Hasbro, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 17, 1998
Hasbro, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxx 00000
Ladies and Gentlemen:
I am Senior Vice President - Corporate Legal Affairs and
Secretary of Hasbro, Inc., a Rhode Island corporation (the "Company"), and,
as such, I have acted as counsel to the Company in connection with the
Underwriting Agreement, dated as of July 14, 1998 and the Terms Agreement
dated as of July 14, 1998 (collectively, the "Underwriting Agreement"), by
and among the Company, on the one hand, and Bear, Xxxxxxx & Co. Inc. and
Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx on the other
hand (each, a "Representative" and collectively, the "Representatives"),
relating to the sale by the Company through the Representatives of
$150,000,000 aggregate principal amount of the Company's 6.15% Notes Due
2008 (the "Notes") and $150,000,000 aggregate principal amount of the
Company's 6.60% Debentures Due 2028 (the "Debentures" and, together with
the Notes, the "Securities"). The Notes and the Debentures are to be
issued under the Indenture, dated as of July 17, 1998 (hereinafter, the
"Closing Date", and such indenture, the "Indenture"), between the Company
and Citibank, N.A., as Trustee (in such capacity, the "Trustee").
Capitalized terms used and not otherwise defined herein shall have the
respective meanings set forth in the Underwriting Agreement.
In connection with this opinion, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of (i) the
Registration Statement on Form S-3 (File No. 333-44101) relating to the
debt securities of the Company, filed with the Securities and Exchange
Commission (the "Commission") on January 12, 1998 under the Securities Act
of 1933, as amended (the "Act"), in accordance with the procedures of the
Commission permitting a delayed or continuous offering of securities
pursuant to such registration statement, and Amendment No. 1 thereto filed
on June 22, 1998 (such Registration Statement, as so amended, being
hereinafter referred to as the "Registration Statement"); (ii) the
Prospectus, dated June 24, 1998 (the "Prospectus"), as supplemented by the
Prospectus Supplement, dated July 14, 1998 (the Prospectus, as so
supplemented, being hereinafter referred to as the "Prospectus") relating
to the Securities, in the forms filed with the Commission pursuant to Rule
424(b) of its General Rules and Regulations under the Act (the "Rules and
Regulations"); (iii) the Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), on
Form T-1 of the Trustee (the "Form T-1"); (iv) an executed copy of the
Indenture; (v) the form of the Securities and specimen certificates
thereof; (vi) an executed copy of the Underwriting Agreement; (vii) the
Restated Articles of Incorporation of the Company, as presently in effect;
and (viii) the Amended and Restated By-Laws of the Company, as presently in
effect. I have also examined originals or copies, certified or otherwise
identified to my satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers or
other representatives of the Company and others, and such other documents,
certificates and records as I have deemed necessary or appropriate as a
basis for the opinions set forth herein.
In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making my examination of documents executed or to be
executed by parties other than the Company, I have assumed that the parties
thereto had or will have the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution
and delivery by such parties of such documents and the validity and binding
effect thereof on such parties. I have assumed that the Indenture has been
duly authorized, executed and delivered by the Trustee and that any
Securities that may be issued will be manually signed or countersigned, as
the case may be, by duly authorized officers of the Trustee.
I am a member of the Bar in the State of New York and I do not
express any opinion as to the laws of any other jurisdiction.
This opinion is delivered in accordance under the requirements of
Item 601(b)(5) of Regulation S-K under the Act.
Based upon and subject to the foregoing, I am of the opinion that
the Securities constitute binding obligations of the Company.
I hereby consent to the filing of my opinion with the Commission
as Exhibit 5 to the Registrant's Current Report on Form 8-K dated July 14,
1998. I also consent to the reference to me under the heading "Legal
Matters" in the Registration Statement, Prospectus and Prospectus
Supplement. In giving this consent, I do not thereby admit that I am in
the category of persons whose consent is required under Section 7 of the
Act or the Rules and Regulations. My opinion is expressed as of its date
unless otherwise expressly stated therein and I disclaim any undertaking to
advise you of any subsequent changes of the facts stated or assumed therein
or any subsequent changes in applicable law.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxx
